Independent
Tenure on this board
6.8 yrs
9 nominees · 5 ballot items.
Elect nine directors; advisory “say-on-pay” to approve named executive officer compensation; ratify KPMG LLP as independent registered public accounting firm for 2026; approve the amended and restated 2024 Equity Incentive Plan; and consider a shareholder proposal requesting a report on employee retention rates by demographic categories.
Elect nine director nominees named in the proxy statement to serve one-year terms expiring at the 2027 annual meeting.
Advisory vote to approve on a non-binding basis the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast an advisory vote to approve the disclosed compensation of the Company’s named executive officers for 2025. Management seeks this non-binding endorsement to validate its pay-for-performance approach and executive compensation design, which links significant pay to performance through annual incentives and long-term performance stock units tied to adjusted EBITDA and relative TSR. The Board recommends a vote FOR, citing strong alignment between pay and the Company’s results, robust governance processes (independent compensation committee, independent consultant, clawback policies, stock ownership guidelines), and that the 2025 compensation outcomes reflected rigorous pre-established performance metrics and Committee discretion. Because the vote is advisory, it will not bind the Company, but the Compensation Committee will consider voting results in future compensation decisions. The context includes high shareholder support in 2025 Say-on-Pay (over 98% approval) and detailed disclosure of incentive metrics, payouts, and governance in the proxy materials.
Ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve the amendment and restatement of the 2024 Equity Incentive Plan to increase share reserve, prohibit liberal recycling on options/SARs, and extend term to ten years.
This management proposal requests shareholder approval to amend and restate the 2024 Equity Incentive Plan to increase the share reserve by 3,900,000 shares (to 4,846,112 adjusted for pre-effective grants), ban liberal share recycling for options and SARs, and extend the plan term to ten years. Management argues the increase is necessary to support ongoing equity-based compensation as a key element of recruiting, retention, and long-term alignment with shareholders. The amended plan preserves governance safeguards: shareholder approval required for future increases, fungible share-counting with full-value awards counting double, a hard repricing prohibition except with shareholder approval, a minimum one-year vesting requirement (limited 5% exception), and a default double-trigger change-in-control treatment; awards remain subject to clawback policies. The Board recommends FOR, citing expected need for shares for approximately two to three years of awards using historical burn rates and the importance of equity incentives to strategy.
Shareholder proposal asking the company to publish a report disclosing employee retention rates by demographic categories (veteran status, age, gender, race, disability) prepared at reasonable cost and omitting proprietary information.
This shareholder proposal, submitted by As You Sow on behalf of LongView 400 MidCap Index Fund, requests a company-prepared report disclosing employee retention rates broken down by demographic categories (veteran status, age, gender, race, disability) to assess human capital management. The proponent argues such disclosure is material to operational risk and performance—especially in a labor-intensive, security-sensitive business like Brink’s where frontline retention affects route security, reliability, and costs—and cites examples of peers that disclose similar metrics. Management opposes, recommending AGAINST, arguing Brink’s manages retention holistically rather than by demographic groups, that producing demographically segmented retention metrics would impose significant administrative burden and legal/privacy risks (including GDPR and re-identification in small jurisdictions), and that existing sustainability and annual-report disclosures provide adequate insight. The contest centers on tradeoffs between investor transparency on potential demographic disparities in retention and company concerns about feasibility, privacy and alignment with operational management practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.06% | 3,318,647 | $344M |
| 2 | BlackRock, Inc. | 7.66% | 3,155,944 | $327M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.80% | 1,976,446 | $205M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.50% | 1,854,871 | $192M |
| 5 | STATE STREET CORP | 3.78% | 1,556,784 | $161M |
| 6 | BlackRock, Inc. | 3.40% | 1,399,867 | $145M |
| 7 | LSV ASSET MANAGEMENT | 3.26% | 1,342,816 | $139M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 2.77% | 1,140,871 | $118M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.59% | 1,065,358 | $110M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.13% | 875,399 | $91M |
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